Wednesday, July 26, 2017
Last Updated
These terms of service, together with any documents expressly incorporated into these terms by reference, are a legal agreement between you (“You”) and (“Us”), Databiology, Inc (“Company”)., a California corporation, governing all access to and use of the Services we provide through the website at www.lab.databiology.net (the “Site”). By “Services,” we mean the services and other items we provide through the Site, including (1) the Databiology Lab services, software, reports and documentation we provide via login; and (2) the software, data or services provided by ourselves and any third parties through the Databiology Hub (“Store”).
This agreement (“Agreement”) may be accepted by (1) You clicking a box indicating acceptance when it is presented to you; (2) You and Us fully executing a separate document that incorporates this Agreement; or (3) You accessing or using any part of the Services. If You are accepting on behalf of another person or entity, then You represent and warrant that You have the authority to bind that person or entity, You have read and understood this Agreement, and You agree on behalf of that person or entity to this Agreement (and, other than these representations, “You” refers to that person or entity).
This Service is a pre-release offering, and may not operate at the level of performance of a commercially available product offering. The Service may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future.
Databiology is not a Covered Entity (“CE”) as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations set forth in Parts 160, 162, and 164 of Title 45 of the Code of Federal Regulations (collectively, “HIPAA”). Databiology offers features that enable compliance with HIPAA by users who wish to upload, store, or otherwise transfer “protected health information” (“PHI”), as defined in HIPAA, using the Site. We recommend that users who desire to upload, store, or otherwise transfer PHI using the Site execute a separate HIPAA Business Associate Privacy Agreement (a “BA Privacy Agreement”) with Databiology prior to uploading, storing, or otherwise transferring PHI using the Site. The uploading, storing, or transferring of PHI using the Site by users that have not implemented all available compliance features is strictly prohibited. You acknowledge that this may require You, in some instances, to anonymize biomedical data uploaded to the Site. You further agree to indemnify and hold harmless Databiology of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of or relating to the biomedical data You are uploading, storing, or transferring of PHI using the Site.
You warrant that You have all required consents, licenses and authorizations to use any Third-Party Provider software that You are accessing through the Site and that You will fully indemnify Databiology against any and all Third-Party Provider IP infringement claims made as a consequence of your use of CIAO features while using the Site.
If any infringement or potential infringement is identified, You will stop using that software and notify Databiology immediately. Should Databiology be told of, or identify any such infringement or potential infringement, then Databiology will with immediate effect suspend access to and use of the Site until such infringement is resolved. In all cases You will fully indemnify Databiology against all and any such claims.
If any breach is identified by You, You will notify Databiology immediately upon which Databiology will block access and the use to such data. If Databiology discovers such a breach or potential breach, then your access and use the Site and the data will be suspended until such breach is remedied.
Either party may terminate this Agreement for cause upon 10 days notice to the other party if there is a material default or breach of this Agreement by the other party, unless the defaulting party cures the material default or breach within the 10-day notice period. Non-payment of any service or other fees due to Databiology is a material breach.
By Us
We may terminate this Agreement for cause: (A) if we believe in our good faith judgment that continuing to provide the Services could create a substantial economic, legal or technical burden or a material security risk for Us, (B) in order to comply with the law or requests from government entities, or (C) we determine that the use of the Services by You or any end user or our provision of the Services to You or any end users has become impractical or unfeasible for any commercial, legal or regulatory reasons.
Without limiting the generality of the foregoing, You agree that we are providing a service that is intended only to assist You in your own research and that You are solely responsible for (and we assume no responsibility and will have no liability of any kind for) the decisions made based on use of our Site, Service, or related materials and services, or any effects that may result from such use. We make no warranties to any third party. We will not be liable for any deficiency in performing under this Agreement if such deficiency results from your failure to provide complete and accurate information or other cooperation reasonably necessary for our performance hereunder (including without limitation the provision of biomedical data).
Last Updated
These terms of service, together with any documents expressly incorporated into these terms by reference, are a legal agreement between you (“You”) and (“Us”), Databiology, Inc (“Company”)., a California corporation, governing all access to and use of the Services we provide through the website at www.lab.databiology.net (the “Site”). By “Services,” we mean the services and other items we provide through the Site, including (1) the Databiology Lab services, software, reports and documentation we provide via login; and (2) the software, data or services provided by ourselves and any third parties through the Databiology Hub (“Store”).
This agreement (“Agreement”) may be accepted by (1) You clicking a box indicating acceptance when it is presented to you; (2) You and Us fully executing a separate document that incorporates this Agreement; or (3) You accessing or using any part of the Services. If You are accepting on behalf of another person or entity, then You represent and warrant that You have the authority to bind that person or entity, You have read and understood this Agreement, and You agree on behalf of that person or entity to this Agreement (and, other than these representations, “You” refers to that person or entity).
This Service is a pre-release offering, and may not operate at the level of performance of a commercially available product offering. The Service may be substantially modified prior to first commercial release, or at Company’s option may not be released commercially in the future.
1. Privacy Policy
Please refer to our Privacy Policy, available at https://docs.databiology.net/tiki-index.php?page=Databiology+Lab+Privacy+Policy (the “Privacy Policy”) for information on how we collect, store and use your biomedical data and other information that You provide to us. You shall comply with the Privacy Policy and shall not use or disclose to third parties the information we provide to You via login at the Site. You warrant to Us that you have the right to provide biomedical data to Us, and we have the right to use the biomedical data in the manner described in this Agreement; and You have provided all necessary notices to, and obtained all necessary permissions and informed consents from, the legal owners of the data, including, and where needed, human subjects from whom samples were taken and / or the owners of nonhuman samples You have obtained, related to the use of the biomedical data in the manner described in this Agreement, including without limitation in compliance with all applicable privacy and other laws.Databiology is not a Covered Entity (“CE”) as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations set forth in Parts 160, 162, and 164 of Title 45 of the Code of Federal Regulations (collectively, “HIPAA”). Databiology offers features that enable compliance with HIPAA by users who wish to upload, store, or otherwise transfer “protected health information” (“PHI”), as defined in HIPAA, using the Site. We recommend that users who desire to upload, store, or otherwise transfer PHI using the Site execute a separate HIPAA Business Associate Privacy Agreement (a “BA Privacy Agreement”) with Databiology prior to uploading, storing, or otherwise transferring PHI using the Site. The uploading, storing, or transferring of PHI using the Site by users that have not implemented all available compliance features is strictly prohibited. You acknowledge that this may require You, in some instances, to anonymize biomedical data uploaded to the Site. You further agree to indemnify and hold harmless Databiology of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of or relating to the biomedical data You are uploading, storing, or transferring of PHI using the Site.
2. Security
We use Transport Layer Security (TLS) encryption on all our web pages where biomedical data is collected to protect its transmission over the Internet. We recommend that You upload biomedical data via https encrypted S3 protocol. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your biomedical data that are consistent with industry standards for services similar to the Services, including encryption of your biomedical data while in transit.3. Fees
Prices for the Services (“Fees”) are stated on the Site at https://docs.databiology.net/tiki-index.php?page=Databiology+Lab+Pricing Where we have made an offer that differs or amends the published pricing, the terms and conditions of the offer take priority to the published pricing for the period of the offer. All Fees are nonrefundable except as expressly provided otherwise in this Agreement. Any agreed upon One-time Fees are due, in advance of obtaining access to the Service. Usage-based or periodic Fees will be invoiced monthly, and You will pay in full any amounts properly invoiced and due within the period specified on the invoice. Any sums not paid when due will accrue interest from the date due until actually paid at rate of five percent (5%) per month or the highest rate allowed by law, whichever is less. You will be responsible for all taxes related to the Fees or your use of the Service, excluding taxes based on our net income. We may, at our option, change the Fees; provided that we will notify You in advance of any material changes to the Fees.4. Services License
4.1. License
We grant You a non-exclusive, non-transferable, non-sublicensable, limited right, to (1) access and use the Site and Services for your internal research purposes only. This agreement does not give You the right to use the Site or Services to provide services, commercial or otherwise, to any third party. If your use case does not match this description, please contact us to discuss the possibility of using our Services in support of your activities. Your rights to access and use the Site and Services are subject to and conditioned on your compliance with all of the terms and conditions of this Agreement and any terms applicable to content from the Store.4.2. Restrictions
You may use the Services solely in accordance with this Agreement and applicable laws and government regulations (including without limitation HIPAA, and export control laws and regulations). You will not, and will not permit any third party to: (1) translate, modify, adapt, enhance, decompile, disassemble or reverse engineer the Services or otherwise determine or attempt to determine source code or protocols from the executable code of the Services or create any derivative works based upon the Services; or (2) extract ideas, algorithms, procedures, workflows or hierarchies from the Services or otherwise use the Services for the purpose of creating another product or service as to do so would infringe Databiology IP , Trade Secrets and other commercial licensing conditions. You warrant that You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Site and Services.5. Databiology Hub
5.1. Third-Party Providers
Our Site may contain links to third party sites or services or to third parties (other than Databiology) that offer products or services related to the Services, including Apps and Data (we refer to such third parties in this agreement as “Third-Party Providers”). We make no representation, warranty or promise regarding such Third-Party Providers or the products or services they may offer, whether or not such products or services are presented in the Databiology Hub pages or on our Site. We include such links and information only as a convenience and without implying any endorsement of the Third-Party Provider. You should review applicable commercial terms and policies, including privacy and data gathering practices, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any Third-Party Provider.5.2. Apps
If You wish to acquire and use third party Apps, please visit the Databiology Hub. Any purchase through the Databiology Hub page is subject to the terms and conditions established by the Third-Party Provider and presented in connection with that purchase (typically this is an “End-User License Agreement,” so we refer to it in this agreement as a “EULA”). You agree that You are purchasing the add-on from the Third-Party Provider, with appropriate novations to enable Databiology acting as a service provider for the Third-Party Provider in providing the add-on to You, and that the Third-Party Provider, and not Databiology, is solely responsible for the add-on and any promises in the EULA. You also agree that Databiology is a third-party beneficiary of the EULA and that, upon your acceptance of its terms, we will have the right to enforce the EULA against you.You warrant that You have all required consents, licenses and authorizations to use any Third-Party Provider software that You are accessing through the Site and that You will fully indemnify Databiology against any and all Third-Party Provider IP infringement claims made as a consequence of your use of CIAO features while using the Site.
If any infringement or potential infringement is identified, You will stop using that software and notify Databiology immediately. Should Databiology be told of, or identify any such infringement or potential infringement, then Databiology will with immediate effect suspend access to and use of the Site until such infringement is resolved. In all cases You will fully indemnify Databiology against all and any such claims.
5.3. Data
You warrant that You have all the required consents, permissions, authorizations, approvals to use the data You are uploading to the Site, including those of any originating 3rd party data sources and /or data providers from whom you have obtained such data. You accept You are solely liable for any breach of this warranty and that You will further fully indemnify Databiology from all consequences of any such breach.If any breach is identified by You, You will notify Databiology immediately upon which Databiology will block access and the use to such data. If Databiology discovers such a breach or potential breach, then your access and use the Site and the data will be suspended until such breach is remedied.
5.4. User Data and Apps
If You install or enable an add-on for use with Services, You acknowledge that we may allow those Third-Party Providers to access your User Data as required for the interoperation of the add-on with the Services. We shall not be responsible for any disclosure, modification or deletion of User Data resulting from any such use of Apps or access by Third-Party Providers.6. Ownership
6.1. Intellectual Property
Except as expressly stated, this agreement does not grant either party any rights, implied or otherwise, to the other’s intellectual property or trade secrets. All Intellectual Property Rights in Your data remain with You or the data source or provider from whom You were granted access to the Data. Databiology own all IP Rights, including all trade secrets, in the Site, the Services (including CIAO and Apps), our trademarks, and Our Data. Subject to our IP Rights in the preceding sentence, as between Us, You own all IP Rights in anything You develop using CIAO, including Your Software, save for any inbound IP that You have obtained the appropriate licenses or consents to use. We welcome your suggestions and feedback on how to improve the Services. If you provide any suggestions, feedback, or improvements to the Site, and Services, we will have the right to use and have others use such suggestions, feedback, and improvements for any purpose. The Site, Services, and Our Data are commercial items, and if they are being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in this agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.6.2. Data Ownership
The ownership of the data You upload to the Site and all title in and to it remains with the originating data source or provider save for any licensing rights that have been legally granted to You or the data custodian from whom You have obtained such data. Any derived data rights are governed and dictated by such data ownership agreements You have in place and You fully indemnify Databiology against any IP infringement however caused by your use of such data.7. Termination
7.1. Termination for Convenience
Either Party may terminate this Agreement for any reason with 1 day written notice.7.2. Termination for Inactivity
We reserve the right to terminate the Services for inactivity, if, for a period exceeding 60 days, You fail to login to the Services.7.3. Termination for Cause
By Either PartyEither party may terminate this Agreement for cause upon 10 days notice to the other party if there is a material default or breach of this Agreement by the other party, unless the defaulting party cures the material default or breach within the 10-day notice period. Non-payment of any service or other fees due to Databiology is a material breach.
By Us
We may terminate this Agreement for cause: (A) if we believe in our good faith judgment that continuing to provide the Services could create a substantial economic, legal or technical burden or a material security risk for Us, (B) in order to comply with the law or requests from government entities, or (C) we determine that the use of the Services by You or any end user or our provision of the Services to You or any end users has become impractical or unfeasible for any commercial, legal or regulatory reasons.
7.4. Effect of Termination
If this Agreement is terminated, we may, without limitation of our other rights and remedies, withhold further performance of obligations under this Agreement. Upon termination or expiration of this Agreement or any other binding agreement between You and Us for any reason: (1) all applicable licenses and other rights granted by Us to You will immediately terminate; (2) You will lose access to any data and we will have no obligation to maintain any, and will have the right to delete, all data related to the expired or terminated Agreement and we will have no further obligation to make such data available to You. Sections 1 (Privacy Policy), 3 (Fees), 4.2 (Restrictions), 5.2 (Apps), 5.3 (Data), 6 (Ownership), 7 (Termination), 8 (Warranties), 9 (Indemnification), 10 (Limitation of Liability), and 11 (Miscellaneous) will survive any termination or expiration of this agreement.8. Warranties
To the fullest extent permitted by applicable law, we disclaim all warranties with respect to the Site, Services or related materials and services, whether express or implied by operation of law, representation statements, or otherwise, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, noninfringement, or that the Site, Services, or related materials or services will be error-free, reliable, complete or secure. each party will be solely and individually responsible for complying with all laws and regulations relating to its respective business operations.Without limiting the generality of the foregoing, You agree that we are providing a service that is intended only to assist You in your own research and that You are solely responsible for (and we assume no responsibility and will have no liability of any kind for) the decisions made based on use of our Site, Service, or related materials and services, or any effects that may result from such use. We make no warranties to any third party. We will not be liable for any deficiency in performing under this Agreement if such deficiency results from your failure to provide complete and accurate information or other cooperation reasonably necessary for our performance hereunder (including without limitation the provision of biomedical data).